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HALLIBURTON / BAKER HUGHES TAKE OVER

HOUSTON – November 17, 2014 – Halliburton Company (NYSE: HAL) and Baker
Hughes Incorporated (NYSE: BHI) today announced a definitive agreement under which
Halliburton will acquire all the outstanding shares of Baker Hughes in a stock and cash
transaction. The transaction is valued at $78.62 per Baker Hughes share, representing
an equity value of $34.6 billion and enterprise value of $38.0 billion, based on
Halliburton’s closing price on November 12, 2014, the day prior to public confirmation by
Baker Hughes that it was in talks with Halliburton regarding a transaction. Upon the
completion of the transaction, Baker Hughes stockholders will own approximately 36
percent of the combined company. The agreement has been unanimously approved by
both companies’ Boards of Directors.
The transaction combines two highly complementary suites of products and services
into a comprehensive offering to oil and natural gas customers. On a pro-forma basis
the combined company had 2013 revenues of $51.8 billion, more than 136,000
employees and operations in more than 80 countries around the world.
“We are pleased to announce this combination with Baker Hughes, which will create a
bellwether global oilfield services company and offer compelling benefits for the
stockholders, customers and other stakeholders of Baker Hughes and Halliburton,” said
Dave Lesar, Chairman and Chief Executive Officer of Halliburton. “The transaction will
combine the companies’ product and service capabilities to deliver an unsurpassed
depth and breadth of solutions to our customers, creating a Houston-based global
oilfield services champion, manufacturing and exporting technologies, and creating jobs
and serving customers around the globe.”
Lesar continued, “The stockholders of Baker Hughes will immediately receive a
substantial premium and have the opportunity to participate in the significant upside
potential of the combined company. Our stockholders know our management team and
know we live up to our commitments. We know how to create value, how to execute,
and how to integrate in order to make this combination successful. We expect the
combination to yield annual cost synergies of nearly $2 billion. As such, we expect that
the acquisition will be accretive to Halliburton’s cash flow by the end of the first year
after closing and to earnings per share by the end of the second year. We anticipate
that the combined company will also generate significant free cash flow, allowing for the
return of substantial capital to stockholders.”
Martin Craighead, Chairman and Chief Executive Officer of Baker Hughes said, “This
brings our stockholders a significant premium and the opportunity to own a meaningful
share in a larger, more competitive global company. By combining two great companies
that have delivered cutting-edge solutions to customers in the worldwide oil and gas
industry for more than a century, we will create a new world of opportunities to advance
the development of technologies for our customers. We envision a combined company
capable of achieving opportunities that neither company would have realized as well –
or as quickly – on its own, all while creating exciting new opportunities for employees.”
Lesar concluded, “We believe that the expertise of both companies’ employees and
leaders will be a competitive advantage for the combined company. Together with the
people of Baker Hughes, we will establish a team to develop a detailed and thoughtful
integration plan to make the post-closing transition as seamless, efficient and productive
as possible. We look forward to welcoming the talented employees of Baker Hughes
and are pleased they will be joining the Halliburton team.”